Provision Language
9. Term and Termination
[…]
9.3 CUREVAC will be entitled to compensation (pursuant to the compensation terms stated in Appendix 1) for Activities performed or expenses incurred in compliance with this Agreement through the effective date of termination. However, CUREVAC must use commercially reasonable efforts to stop performing Activities or incurring expenses under this Agreement and its Appendix 1 as soon as possible after receiving notice of termination. Within [*****] of the effective date of termination, CUREVAC will provide a final invoice reflecting any and all un-billed compensation and expenses for Activities performed pursuant to the Appendix 1 through the effective date of termination. The Foundation’s payment of CUREVAC’s final invoice will represent satisfaction in full of any and all fees, expenses, and other obligations by the Foundation to CUREVAC with regard to the Activities performed pursuant to Appendix 1. CUREVAC will promptly refund to the Foundation any payment made to CUREVAC and not applicable to initiated activities as of the effective date of termination. The Foundation will incur no liability to CUREVAC or its subcontractors for damages of any kind resulting solely from terminating this Agreement in accordance with its terms.
9.4 Upon the expiration or early termination of this Agreement, if requested by the disclosing Party, the receiving Party will promptly return to the disclosing Party all Confidential Information of the disclosing Party and copies of Project Materials (final or in process) specifically requested by the disclosing Party provided however that such disclosed Confidential Information or Material belongs to the receiving Party and CUREVAC shall be entitled to retain the original Project Materials.
9.5 Sections 3, 4, 5, 6, 7, 8, 9, and 11-17 will survive the termination of this Agreement for any reason.